Exhibit 10.1


STOCK PURCHASE AGREEMENT


THIS STOCK PURCHASE AGREEMENT
(this “Agreement”) is made and entered into as of December 8, 2015, by and between VIRGINIA NATIONAL BANKSHARES CORPORATION, a Virginia
corporation (the “Company”), and DANIEL M. BRODY AND NANCY L. BRODY (together, the “Seller”).

WITNESSETH:


The Seller is the beneficial
owner of 23,285.0 shares of common stock of the Company (the
“Offered Shares”) held in an account in Seller’s name with Davenport &
Company, LLC. 

The Seller desires to sell,
and the Company desires to purchase, the Offered Shares for the consideration
and on the terms set forth in this Agreement.

The parties, intending to be
legally bound, agree as follows: 

1. Purchase and Sale of Shares. The Company hereby agrees to purchase from the
Seller and the Seller hereby agrees to sell to the Company, on the Closing Date
(as defined below), the Offered Shares free and clear of all Encumbrances (as
defined below) for the Purchase Price of $533,226.50, or
$22.90 per share. 

2. Closing; Delivery of and Payment for the Offered
Shares. Subject to the terms and
conditions herein, the closing of the purchase and sale of the Offered Shares
shall take place on or before December 10,
2015 (the “Closing Date”) at 10 a.m. Eastern Time at
the offices of the Company in Charlottesville, or such earlier or later date as
may be agreed to by the parties, subject to the provisions of Section 6.
Immediately following confirmation of receipt of a wire transfer or deposit of
the Purchase Price to the account designated on Schedule 1 hereto, the Seller
shall instruct the Davenport & Company, LLC to deliver the Offered Shares to
the Company or its transfer agent for retirement. 

3. Representations and Warranties. 

		(a)  	
      The Seller represents
      and warrants to the Company that:

					  
	    		(i)	 	The execution and
      delivery of this Agreement have been duly and validly authorized, and all
      necessary action has been taken to make this Agreement a legal, valid and
      binding obligation of the Seller, enforceable in accordance with its
      terms;
			 
			(ii)		The Seller is not,
      and will not become, a party to any agreement, arrangement or
      understanding with any person that could result in the Company having any
      obligation or liability for any brokerage fees, commissions or other
      similar fees or expenses relating to the transaction contemplated by this
      Agreement;
			 
			(iii)		The Seller has good,
      valid and marketable title to the Offered Shares, free and clear of any
      and all Encumbrances (“Encumbrance” shall mean any security interest,
      pledge, lien, charge, voting agreement, proxy, mortgage, option, adverse
      claim of ownership or use, or any other encumbrance of any kind, character
      or description whatsoever); and
			 
			(iv)		The Seller has the
      sole right to dispose or direct the disposition of the Offered
      Shares.
			


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		(b) 	
      The Company represents
      and warrants to the Seller that:

					  
	    		(i)	 	The Company is a corporation duly
      incorporated, validly existing and in good standing under the laws of the
      Commonwealth of Virginia;
			 
			(ii)		The execution and delivery of this Agreement
      have been duly and validly authorized, and all necessary action has been
      taken to make this Agreement a legal, valid and binding obligation of the
      Company, enforceable in accordance with its terms; and
			 
			(iii)		The Purchase Price payable to the Seller
      shall be paid as set forth in this Agreement without any deductions or
      withholdings by any person for brokerage fees, commissions, taxes or other
      similar fees or expenses relating to the transaction contemplated by this
      Agreement.


4. Investigation; Taxes and Tax
Reporting. 

(a) Each party has conducted
its own investigation with respect to the Offered Shares, acknowledges that the
other party may be in possession of material, nonpublic information regarding
the Company, and agrees that the other party has no obligation to disclose such
information to such party. 

(b) Seller acknowledge and
agrees that Seller will be responsible for any taxes associated with its sale of
the Offered Shares and that Company will have no obligation for any tax
withholding or tax reporting related to the purchase of the shares from the
Seller. 

5. Closing Conditions. 

(a) The obligation of the
Company to purchase the Offered Shares on the Closing Date is subject to the
satisfaction, on or prior to the Closing Date, of the following condition: The
representations and warranties made by the Seller in Section (3)(a) of this
Agreement shall be true and correct in all material respects as of the Closing
Date.

(b) The obligation of the
Seller to sell the Offered Shares on the Closing Date is subject to the
satisfaction, on or prior to the Closing Date, of the following condition: The
representations and warranties made by the Company in Section (3)(b) of this
Agreement shall be true and correct in all material respects as of the Closing
Date. 

6. Termination. The Company or the Seller may terminate this Agreement, by notice to
the other, if the Closing has not occurred by December 11, 2015 other than by reason of a breach of this
Agreement by the party seeking to terminate. 

7. Miscellaneous. 

(a) This Agreement shall be
governed by and construed in accordance with the laws of the Commonwealth of
Virginia. 

(b) This Agreement shall be
binding upon the respective successors and assigns of the parties
hereto.

(c) In the event that any
provision of this Agreement is adjudicated invalid, illegal or unenforceable,
such adjudication shall not affect the validity, legality or enforceability of
any other provision, and this Agreement shall be construed as though such
invalid, illegal or unenforceable provision had never been contained herein.


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(d) The Seller and the Company
agree that money damages are inadequate and that each will suffer irreparable
harm with respect to a failure to abide by any covenant made under the terms of
this Agreement or any requirement under this Agreement relating to or affecting
the sale of the Offered Shares, and that, accordingly, in addition to any money
damages which might be awarded with reasonable certainty, each shall be entitled
to demand specific performance or to seek injunctive relief whether with regard
to a breach or contemplated breach. All rights, remedies and benefits specified
in this Agreement, including, but not limited to the rights, remedies and
benefits contained in this Section 7(d) are not exclusive of any rights,
remedies or benefits which any party may otherwise have. 

(e) This Agreement may be
executed in multiple counterparts, each of which shall be deemed an original,
but all of which taken together shall constitute one and the same instrument.


(f) This Agreement constitutes
the entire agreement between the parties and no term or provision of this
Agreement may be waived or modified unless in writing signed by the party
against whom such waiver or modification is sought to be enforced. 

WITNESS the following
signatures: 


	VIRGINIA NATIONAL BANKSHARES
	CORPORATION
		 
		 
	By  	/s/ Glenn W. Rust	 
		Glenn W.
      Rust
		President
      and Chief Executive Officer





	 
	 
	 
	/s/ Daniel M. Brody	 
	DANIEL M. BRODY
	  
	  
	 
	 
	/s/ Nancy L. Brody	 
	NANCY L.
BRODY




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